0000899243-21-022194.txt : 20210604 0000899243-21-022194.hdr.sgml : 20210604 20210604212529 ACCESSION NUMBER: 0000899243-21-022194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210602 FILED AS OF DATE: 20210604 DATE AS OF CHANGE: 20210604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DiMarco Kathryn CENTRAL INDEX KEY: 0001861045 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40235 FILM NUMBER: 21998055 MAIL ADDRESS: STREET 1: 30 HUDSON STREET, FLOOR 33 CITY: JERSEY CITY STATE: NJ ZIP: 07302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Organon & Co. CENTRAL INDEX KEY: 0001821825 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 852269702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: (908) 740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-02 0 0001821825 Organon & Co. OGN 0001861045 DiMarco Kathryn C/O ORGANON & CO. 30 HUDSON STREET, FLOOR 33 JERSEY CITY NJ 07302 0 1 0 0 Corporate Controller Common Stock 803 D Restricted Stock Units 2021-06-02 4 A 0 5609 0.00 A 2022-02-09 2024-02-09 Common Stock 5609 5609 D Restricted Stock Units 2021-06-02 4 A 0 3740 0.00 A 2022-05-04 2024-05-04 Common Stock 3740 3740 D Restricted Stock Units 2021-06-02 4 A 0 4957 0.00 A 2023-12-31 2023-12-31 Common Stock 4957 4957 D Stock Option (Right to Buy) 36.11 2021-06-02 4 A 0 28996 0.00 A 2022-05-04 2031-05-03 Common Stock 28996 28996 D Shares acquired in a pro rata distribution by Merck & Co., Inc. ("Merck") of shares of Organon & Co. ("Organon") in connection with the separation of Organon from Merck (the "Separation"). Each restricted stock unit represents a contingent right to receive one share of Organon common stock. In connection with the Separation, each outstanding Merck restricted stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck restricted stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on February 9, 2022, February 9, 2023 and February 9, 2024. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024. In connection with the Separation, each outstanding Merck performance stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck performance stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023. In connection with the Separation, each outstanding Merck stock option was converted into an award of options to purchase shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of shares and exercise price of each option award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck stock option. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024. /s/ Faye C. Brown, as Attorney-in-Fact for Kathryn DiMarco 2021-06-04